EXHIBIT 4.5


  


DESCRIPTION OF SECURITIES


 


We are a Delaware corporation and our affairs
are governed by our amended and restated certificate of incorporation and the DGCL. Pursuant to our amended and restated certificate of
incorporation, we are authorized to issue 400,000,000 shares of common stock, $0.0001 par value each, including 380,000,000 shares of
Class A common stock and 20,000,000 shares of Class B common stock, as well as 1,000,000 shares of preferred stock, $0.0001 par value
each. The following description summarizes certain terms of our capital stock as set out more particularly in our amended and restated
certificate of incorporation. Because it is only a summary, it may not contain all the information that is important to you.


 


Units


 


Each unit has an offering price of $10.00 and
consists of one share of Class A common stock and one-fifth of one redeemable warrant. Each whole warrant entitles the holder thereof
to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment as described in the prospectus relating
to our initial public offering, which closed on March 9, 2021 (the “Public Offering”). Pursuant to the warrant agreement,
a warrant holder may exercise its warrants only for a whole number of the shares of Class A common stock. This means only a whole warrant
may be exercised at any given time by a warrant holder. For example, if a warrant holder holds one-fifth of one warrant to purchase a
share of Class A common stock, such warrant will not be exercisable. If a warrant holder holds five-fifths of one warrant, such whole
warrant will be exercisable for one share of Class A common stock at a price of $11.50 per share. As the shares of Class A common stock
and warrants have commenced separate trading, holders will have the option to continue to hold units or separate their units into the
component securities. Holders will need to have their brokers contact our transfer agent in order to separate the units into Class A common
stock and warrants. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Accordingly,
unless you purchase at least five units, you will not be able to receive or trade a whole warrant.


 


Common Stock


 


Prior to the date of this Annual Report, there
were 6,468,750 shares of Class B common stock outstanding, all of which were held of record by our initial stockholders, so that our initial
stockholders own 20% of our issued and outstanding shares after the Public Offering. Upon the closing of the Public Offering, 32,543,750
of our shares of common stock were outstanding including:


 


		●	25,875,000 shares of Class A common stock underlying units issued as part of the Public Offering;



 


		●	6,468,750 shares of Class B common stock held by our initial stockholders; and



 


		●	200,000 shares of Class A common stock issued to EarlyBirdCapital, Inc. and/or its designees.



 


Stockholders of record are entitled to one vote
for each share held on all matters to be voted on by stockholders. Holders of Class A common stock and holders of Class B common
stock will vote together as a single class on all matters submitted to a vote of our stockholders except as required by law. Unless specified
in our amended and restated certificate of incorporation, or as required by applicable provisions of the DGCL or applicable stock exchange
rules, the affirmative vote of a majority of our shares of common stock that are voted is required to approve any such matter voted on
by our stockholders. Our board of directors is divided into three classes, each of which will generally serve for a term of three years
with only one class of directors being elected in each year. There is no cumulative voting with respect to the election of directors,
with the result that the holders of more than 50% of the shares voted for the election of directors can elect all of the directors. Our
stockholders are entitled to receive ratable dividends when, as and if declared by the board of directors out of funds legally available
therefor.


 






    


    


    

 


Because our amended and restated certificate of
incorporation authorizes the issuance of up to 380,000,000 shares of Class A common stock, if we were to enter into a business combination,
we may (depending on the terms of such a business combination) be required to increase the number of shares of Class A common stock which
we are authorized to issue at the same time as our stockholders vote on the business combination to the extent we seek stockholder approval
in connection with our initial business combination. Our board of directors is divided into three classes with only one class of directors
being elected in each year and each class (except for those directors appointed prior to our first annual meeting of stockholders) serving
a three-year term.


 


In accordance with the NYSE corporate governance
requirements, we are not required to hold an annual meeting until no later than one year after our first fiscal year end following our
listing on the NYSE. Under Section 211(b) of the DGCL, we are, however, required to hold an annual meeting of stockholders for the purposes
of electing directors in accordance with our bylaws, unless such election is made by written consent in lieu of such a meeting. We may
not hold an annual meeting of stockholders to elect new directors prior to the consummation of our initial business combination, and thus
we may not be in compliance with Section 211(b) of the DGCL, which requires an annual meeting. Therefore, if our stockholders want us
to hold an annual meeting prior to the consummation of our initial business combination, they may attempt to force us to hold one by submitting
an application to the Delaware Court of Chancery in accordance with Section 211(c) of the DGCL.


 


We will provide our public stockholders with the
opportunity to redeem all or a portion of their public shares upon the completion of our initial business combination at a per-share price,
payable in cash, equal to the aggregate amount then on deposit in the trust account calculated as of two business days prior to the consummation
of our initial business combination, including interest earned on the funds held in the trust account and not previously released to us
to pay our taxes, divided by the number of then outstanding public shares, subject to the limitations described herein. The amount in
the trust account is initially anticipated to be $10.00 per public share. Our initial stockholders, officers and directors have entered
into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to any founder shares
and public shares they hold in connection with (i) the completion of our initial business combination and (ii) a stockholder
vote to approve an amendment to our amended and restated certificate of incorporation that would affect the substance or timing of our
obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we have not
completed an initial business combination within 24 months from the closing of the Public Offering. Unlike many special purpose acquisition
companies that hold stockholder votes and conduct proxy solicitations in conjunction with their initial business combinations and provide
for related redemptions of public shares for cash upon completion of such initial business combinations even when a vote is not required
by law, if a stockholder vote is not required by law and we do not decide to hold a stockholder vote for business or other reasons, we
will, pursuant to our amended and restated certificate of incorporation, conduct the redemptions pursuant to the tender offer rules of
the SEC, and file tender offer documents with the SEC prior to completing our initial business combination. Our amended and restated certificate
of incorporation will require these tender offer documents to contain substantially the same financial and other information about our
initial business combination and the redemption rights as is required under the SEC’s proxy rules. If, however, a stockholder approval
of the transaction is required by law, or we decide to obtain stockholder approval for business or other reasons, we will, like many special
purpose acquisition companies, offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant
to the tender offer rules. If we seek stockholder approval, we will complete our initial business combination only if a majority of the
shares of common stock voted are voted in favor of our initial business combination. However, the participation of our sponsor, officers,
directors, advisors or their respective affiliates in privately-negotiated transactions, if any, could result in the approval of
our initial business combination even if a majority of our public stockholders vote, or indicate their intention to vote, against such
initial business combination. For purposes of seeking approval of the majority of our outstanding shares of common stock, non-votes will
have no effect on the approval of our initial business combination once a quorum is obtained.


 






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If we seek stockholder approval of our initial
business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer
rules, our amended and restated certificate of incorporation provides that a public stockholder, together with any affiliate of such stockholder
or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the
Exchange Act), will be restricted from redeeming its shares with respect to Excess Shares, without our prior consent. However, we would
not be restricting our stockholders’ ability to vote all of their shares (including Excess Shares) for or against our initial business
combination. Our stockholders’ inability to redeem the Excess Shares will reduce their influence over our ability to complete our
initial business combination, and such stockholders could suffer a material loss in their investment if they sell such Excess Shares on
the open market. Additionally, such stockholders will not receive redemption distributions with respect to the Excess Shares if we complete
our initial business combination. And, as a result, such stockholders will continue to hold that number of shares exceeding 15% and, in
order to dispose such shares would be required to sell their shares in open market transactions, potentially at a loss.


 


If we seek stockholder approval in connection
with our initial business combination, our initial stockholders, officers and directors have agreed to vote any founder shares they hold
and any public shares purchased after the Public Offering in favor of our initial business combination. As a result, in addition to our
initial stockholders’ founder shares and the representative shares, we would need 9,603,126, or 37.1% (assuming all outstanding
shares are voted), of the 25,875,000 public shares sold in the Public Offering to be voted in favor of an initial business combination
in order to have our initial business combination approved (assuming all outstanding shares are voted). Additionally, each public stockholder
may elect to redeem their public shares irrespective of whether they vote for or against the proposed transaction.


 


Pursuant to our amended and restated certificate
of incorporation, if we are unable to complete our initial business combination within 24 months from the closing of the Public Offering,
we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than
ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then
on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to
pay our taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares,
which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further
liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval
of our remaining stockholders and our board of directors, liquidate and dissolve, subject in each case to our obligations under Delaware
law to provide for claims of creditors and the requirements of other applicable law. Our initial stockholders have entered into agreements
with us, pursuant to which they have agreed to waive their rights to liquidating distributions from the trust account with respect to
their founder shares if we fail to complete our initial business combination within 24 months from the closing of the Public Offering
or during any Extension Period. However, if our initial stockholders or management team acquire public shares in or after the Public Offering,
they will be entitled to liquidating distributions from the trust account with respect to such public shares if we fail to complete our
initial business combination within the prescribed time period.


 


In the event of a liquidation, dissolution or
winding up of the company after a business combination, our stockholders are entitled to share ratably in all assets remaining available
for distribution to them after payment of liabilities and after provision is made for each class of shares, if any, having preference
over the common stock. Our stockholders have no preemptive or other subscription rights. There are no sinking fund provisions applicable
to the common stock, except that we will provide our public stockholders with the opportunity to redeem their public shares for cash at
a per share price equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the
trust account and not previously released to us to pay our taxes, divided by the number of then outstanding public shares, upon the completion
of our initial business combination, subject to the limitations described herein.


 






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Founder Shares


 


The founder shares are designated as Class B
common stock and, except as described below, are identical to the shares of Class A common stock included in the units sold in the
Public Offering, and holders of founder shares have the same stockholder rights as public stockholders, except that (i) the founder
shares are subject to certain transfer restrictions, as described in more detail below, (ii) our initial stockholders, officers and
directors have entered into a letter agreement with us, pursuant to which they have agreed (A) to waive their redemption rights with
respect to any founder shares and public shares they hold in connection with the completion of our initial business combination, (B) to
waive their redemption rights with respect to any founder shares and public shares they hold in connection with a stockholder vote to
approve an amendment to our amended and restated certificate of incorporation to modify the substance or timing of our obligation to allow
redemption in connection with our initial business combination or to redeem 100% of our public shares if we have not consummated an initial
business combination within 24 months from the closing of the Public Offering or with respect to any other provisions relating to
stockholders’ rights or pre-initial business combination activity and (C) to waive their rights to liquidating distributions
from the trust account with respect to any founder shares they hold if we fail to complete our initial business combination within 24 months
from the closing of the Public Offering or during any Extension Period, although they will be entitled to liquidating distributions from
the trust account with respect to any public shares they hold if we fail to complete our initial business combination within such time
period, and (iii) the founder shares are automatically convertible into Class A common stock concurrently with or immediately
following the consummation of our initial business combination on a one-for-one basis, subject to adjustment as described herein
and in our amended and restated certificate of incorporation. If we submit our initial business combination to our public stockholders
for a vote, our initial stockholders have agreed to vote their founder shares and any public shares purchased after the Public Offering
in favor of our initial business combination.


 


The founder shares will automatically convert
into shares of Class A common stock concurrently with or immediately following the consummation of our initial business combination
on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like,
and subject to further adjustment as provided herein. In the case that additional shares of Class A common stock or equity-linked securities
are issued or deemed issued in connection with our initial business combination, the number of shares of Class A common stock issuable
upon conversion of all founder shares will equal, in the aggregate, on an as-converted basis, 20% of the total number of shares of
Class A common stock outstanding after such conversion (after giving effect to any redemptions of shares of Class A common stock
by public stockholders), including the total number of shares of Class A common stock issued, or deemed issued or issuable upon conversion
or exercise of any equity-linked securities or rights issued or deemed issued, by the company in connection with or in relation to
the consummation of the initial business combination, excluding any shares of Class A common stock or equity-linked securities
or rights exercisable for or convertible into shares of Class A common stock issued, or to be issued, to any seller in the initial
business combination and any private placement warrants issued to our sponsor, officers or directors upon conversion of working capital
loans, provided that such conversion of founder shares will never occur on a less than one-for-one basis.


 


With certain limited exceptions, the founder shares
are not transferable, assignable or salable (except to our officers and directors and other persons or entities affiliated with our sponsor,
each of whom will be subject to the same transfer restrictions) until (i) with respect to 50% of such shares, for a period ending on the
earlier of the one-year anniversary of the date of the consummation of our initial business combination and the date on which the
closing price of our Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations,
recapitalizations and the like) for any 20 trading days within a 30-trading day period following the consummation of our initial
business combination and (ii) with respect to the remaining 50% of such shares, for a period ending on the one-year anniversary of
the date of the consummation of our initial business combination, or, in either case, earlier if, subsequent to our initial business combination,
we consummate a liquidation, merger, stock exchange or other similar transaction which results in all of our stockholders having the right
to exchange their shares of common stock for cash, securities or other property.


 






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Preferred Stock


 


Our amended and restated certificate of incorporation
authorizes 1,000,000 shares of preferred stock and provides that shares of preferred stock may be issued from time to time in one
or more series. Our board of directors will be authorized to fix the voting rights, if any, designations, powers, preferences, the relative,
participating, optional or other special rights and any qualifications, limitations and restrictions thereof, applicable to the shares
of each series. Our board of directors will be able to, without stockholder approval, issue shares of preferred stock with voting and
other rights that could adversely affect the voting power and other rights of the holders of the common stock and could have anti-takeover effects.
The ability of our board of directors to issue shares of preferred stock without stockholder approval could have the effect of delaying,
deferring or preventing a change of control of us or the removal of existing management. We have no preferred shares outstanding at the
date hereof. Although we do not currently intend to issue any shares of preferred stock, we cannot assure you that we will not do so in
the future. No shares of preferred stock were issued or registered in the Public Offering.


 


Warrants


 


Public Stockholders’ Warrants


 


Each whole warrant entitles the registered holder
to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment as discussed below, at any time
commencing 30 days after the completion of our initial business combination, provided that we have a current effective registration
statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the warrants and a current
prospectus relating to them is available (or we permit holders to exercise their warrants on a cashless basis under the circumstances
specified in the warrant agreement) and such shares are registered, qualified or exempt from registration under the securities, or blue
sky, laws of the state of residence of the holder. Pursuant to the warrant agreement, a warrant holder may exercise its warrants only
for a whole number of shares of Class A common stock. This means only a whole warrant may be exercised at a given time by a warrant
holder. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Accordingly, unless you
purchase at least five units, you will not be able to receive or trade a whole warrant. The warrants will expire five years after the
completion of our initial business combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation.


 


We will not be obligated to deliver any Class A
common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement
under the Securities Act with respect to the Class A common stock underlying the warrants is then effective and a prospectus relating
thereto is current, subject to our satisfying our obligations described below with respect to registration. No warrant will be exercisable
and we will not be obligated to issue a share of Class A common stock upon exercise of a warrant unless the share of Class A
common stock issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the
state of residence of the registered holder of the warrants. In the event that the conditions in the two immediately preceding sentences
are not satisfied with respect to a warrant, the holder of such warrant will not be entitled to exercise such warrant and such warrant
may have no value and expire worthless. In no event will we be required to net cash settle any warrant. In the event that a registration
statement is not effective for the exercised warrants, the purchaser of a unit containing such warrant will have paid the full purchase
price for the unit solely for the share of Class A common stock underlying such unit.


 






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We registered the shares of Class A common stock
issuable upon exercise of the warrants in the registration statement relating to our Public Offering because the warrants will become
exercisable 30 days after the completion of our initial business combination, which may be within one year of the Public Offering. However,
because the warrants will be exercisable until their expiration date of up to five years after the completion of our initial business
combination, in order to comply with the requirements of Section 10(a)(3) of the Securities Act following the consummation of our initial
business combination, we have agreed that as soon as practicable, but in no event later than twenty (20) business days after the closing
of our initial business combination, we will use our commercially reasonable efforts to file with the SEC a post-effective amendment
to the registration statement or a new registration statement for the registration, under the Securities Act, of the Class A common
stock issuable upon exercise of the warrants. We will use our best efforts to cause the same to become effective and to maintain the effectiveness
of such registration statement, and a current prospectus relating thereto, until the expiration or redemption of the warrants in accordance
with the provisions of the warrant agreement. If a registration statement covering the shares of Class A common stock issuable upon
exercise of the warrants is not effective by the sixtieth (60th) business day after the closing of our initial business combination,
warrant holders may, until such time as there is an effective registration statement and during any period when we will have failed to
maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9)
of the Securities Act or another exemption. Notwithstanding the above, if our Class A common stock are at the time of any exercise
of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under
Section 18(b)(1) of the Securities Act, we may, at our option, require holders of public warrants who exercise their warrants to
do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event we so elect, we
will not be required to maintain in effect a registration statement, and in the event we do not so elect, we will use our best efforts
to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.


 


Redemption of warrants for cash.


 


Once the warrants become exercisable, we may redeem
the outstanding warrants:


 


		●	in whole and not in part;



 


		●	at a price of $0.01 per warrant;



 


		●	upon a minimum of 30 days’ prior written notice of redemption to each warrant holder; and



 


		●	if, and only if, the closing price of the Class A common stock for any 20 trading days within a 30-trading day
period ending three trading days before we send the notice of redemption to the warrant holders (which we refer to as the “Reference
Value”) equals or exceeds $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise
price of a warrant as described under the heading “— Warrants — Public Stockholders’ Warrants —
Anti-Dilution Adjustments”).



 


We will not redeem the warrants as described above
unless a registration statement under the Securities Act covering the issuance of the Class A common stock issuable upon exercise
of the warrants is then effective and a current prospectus relating to those shares of Class A common stock is available throughout
the 30-day redemption period. If and when the warrants become redeemable by us, we may exercise our redemption right even if we are
unable to register or qualify the underlying securities for sale under all applicable state securities laws.


 






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We have established the last of the redemption
criterion discussed above to prevent a redemption call unless there is at the time of the call a significant premium to the warrant exercise
price. If the foregoing conditions are satisfied and we issue a notice of redemption of the warrants, each warrant holder will be entitled
to exercise his, her or its warrant prior to the scheduled redemption date. Any such exercise would not be done on a “cashless”
basis and would require the exercising warrant holder to pay the exercise price for each warrant being exercised. However, the price of
the Class A common stock may fall below the $18.00 redemption trigger price (as adjusted for adjustments to the number of shares
issuable upon exercise or the exercise price of a warrant as described under the heading “— Warrants — Public Stockholders’
Warrants — Anti-dilution Adjustments”) as well as the $11.50 (for whole shares) warrant exercise price after the
redemption notice is issued.


 


Redemption Procedures


 


A holder of a warrant may notify us in writing
in the event it elects to be subject to a requirement that such holder will not have the right to exercise such warrant, to the extent
that after giving effect to such exercise, such person (together with such person’s affiliates), to the warrant agent’s actual
knowledge, would beneficially own in excess of 4.9% or 9.8% (as specified by the holder) of the Class A common stock outstanding
immediately after giving effect to such exercise.


 


Anti-Dilution Adjustments


 


If the number of outstanding shares of Class A
common stock is increased by a stock dividend payable in shares of Class A common stock, or by a split-up of common stock or
other similar event, then, on the effective date of such stock dividend, split-up or similar event, the number of shares of Class A
common stock issuable on exercise of each warrant will be increased in proportion to such increase in the outstanding shares of common
stock.


 


In addition, if we, at any time while the warrants
are outstanding and unexpired, pay a dividend or make a distribution in cash, securities or other assets to all or substantially all of
the holders of the Class A common stock on account of such Class A common stock (or other securities into which the warrants
are convertible), other than (a) as described above, (b) any cash dividends or cash distributions which, when combined on a
per share basis with all other cash dividends and cash distributions paid on the Class A common stock during the 365-day period
ending on the date of declaration of such dividend or distribution does not exceed $0.50 (as adjusted to appropriately reflect any other
adjustments and excluding cash dividends or cash distributions that resulted in an adjustment to the exercise price or to the number of
shares of Class A common stock issuable on exercise of each warrant) but only with respect to the amount of the aggregate cash dividends
or cash distributions equal to or less than $0.50 per share, (c) to satisfy the redemption rights of the holders of Class A
common stock in connection with a proposed initial business combination, (d) to satisfy the redemption rights of the holders of Class A
common stock in connection with a stockholder vote to amend our amended and restated certificate of incorporation (A) to modify the
substance or timing of our obligation to provide holders of our Class A common stock the right to have their shares redeemed in connection
with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within
24 months from the closing of the Public Offering or (B) with respect to any other provisions relating to stockholders’
rights or pre-initial business combination activity, or (e) in connection with the redemption of our public shares upon our
failure to complete our initial business combination, then the warrant exercise price will be decreased, effective immediately after the
effective date of such event, by the amount of cash and/or the fair market value of any securities or other assets paid on each share
of Class A common stock in respect of such event.


 


If the number of outstanding shares of Class A
common stock is decreased by a consolidation, combination, reverse stock split or reclassification of Class A common stock or other
similar event, then, on the effective date of such consolidation, combination, reverse stock split, reclassification or similar event,
the number of shares of Class A common stock issuable on exercise of each warrant will be decreased in proportion to such decrease
in outstanding shares of Class A common stock.


 






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Whenever the number of shares of Class A
common stock purchasable upon the exercise of the warrants is adjusted, as described above, the warrant exercise price will be adjusted
by multiplying the warrant exercise price immediately prior to such adjustment by a fraction (x) the numerator of which will be the
number of shares of Class A common stock purchasable upon the exercise of the warrants immediately prior to such adjustment and (y) the
denominator of which will be the number of shares of Class A common stock so purchasable immediately thereafter.


 


In addition, if (x) we issue additional shares
of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of our initial
business combination at an issue price or effective issue price of less than $9.20 per share (with such issue price or effective issue
price to be determined in good faith by our board of directors and, in the case of any such issuance to our initial stockholders or their
respective affiliates, without taking into account any founder shares held by our initial stockholders or such affiliates, as applicable,
prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more
than 60% of the total equity proceeds, and interest thereon, available for the funding of our initial business combination on the date
of the consummation of our initial business combination (net of redemptions), and (z) the volume weighted average trading price of
our Class A common stock during the 20 trading day period starting on the trading day prior to the day on which we consummate our
initial business combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants
will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00
per share redemption trigger price described above under “— Redemption of warrants for cash” will be adjusted (to the
nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price.


 


In case of any reclassification or reorganization
of the outstanding Class A common stock (other than those described above or that solely affects the par value of such Class A
common stock), or in the case of any merger or consolidation of us with or into another corporation (other than a consolidation or merger
in which we are the continuing corporation and that does not result in any reclassification or reorganization of our outstanding Class A
common stock), or in the case of any sale or conveyance to another corporation or entity of the assets or other property of us as an entirety
or substantially as an entirety in connection with which we are dissolved, the holders of the warrants will thereafter have the right
to purchase and receive, upon the basis and upon the terms and conditions specified in the warrants and in lieu of the Class A common
stock immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares
of Class A common stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger
or consolidation, or upon a dissolution following any such sale or transfer, that the holder of the warrants would have received if such
holder had exercised their warrants immediately prior to such event.


 


The warrants were issued in registered form under
a warrant agreement between Continental Stock Transfer & Trust Company, as warrant agent, and us. The warrant agreement provides
that the terms of the warrants may be amended without the consent of any holder to cure any ambiguity or correct any defective provision,
and that all other modifications or amendments will require the vote or written consent of the holders of at least 50% of the then outstanding
public warrants, and, solely with respect to any amendment to the terms of the private placement warrants, a majority of the then outstanding
private placement warrants. You should review a copy of the warrant agreement, which was filed as an exhibit to the registration statement
relating to our Public Offering, for a complete description of the terms and conditions applicable to the warrants.


 


The warrants may be exercised upon surrender of
the warrant certificate on or prior to the expiration date at the offices of the warrant agent, with the exercise form on the reverse
side of the warrant certificate completed and executed as indicated, accompanied by full payment of the exercise price (or on a cashless
basis, if applicable), by certified or official bank check payable to us, for the number of warrants being exercised. The warrant holders
do not have the rights or privileges of holders of common stock and any voting rights until they exercise their warrants and receive Class A
common stock. After the issuance of Class A common stock upon exercise of the warrants, each holder will be entitled to one vote
for each share held of record on all matters to be voted on by stockholders.


 






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No fractional shares will be issued upon exercise
of the warrants. If, upon exercise of the warrants, a holder would be entitled to receive a fractional interest in a share, we will, upon
exercise, round down to the nearest whole number the number of shares of Class A common stock to be issued to the warrant holder.


 


We have agreed that, subject to applicable law,
any action, proceeding or claim against us arising out of or relating in any way to our warrant agreement will be brought and enforced
in the courts of the State of New York or the United States District Court for the Southern District of New York, and we
irrevocably submit to such jurisdiction, which jurisdiction will be the exclusive forum for any such action, proceeding or claim. This
provision applies to claims under the Securities Act but does not apply to claims under the Exchange Act or any claim for which the federal
district courts of the United States of America are the sole and exclusive forum.


 


Private Placement Warrants


 


Except as described below, the private placement
warrants have terms and provisions that are identical to those of the warrants being sold as part of the units in the Public Offering.
The private placement warrants (including the Class A common stock issuable upon exercise of the private placement warrants) will not
be transferable, assignable or salable until 30 days after the completion of our initial business combination (except pursuant to
limited exceptions to our officers and directors and other persons or entities affiliated with the initial purchasers of the private placement
warrants) and they will not be redeemable by us so long as they are held by our sponsor or its permitted transferees (except as otherwise
set forth herein). Our sponsor, or its permitted transferees, has the option to exercise the private placement warrants on a cashless
basis. If the private placement warrants are held by holders other than our sponsor or its permitted transferees, the private placement
warrants will be redeemable by us in all redemption scenarios and exercisable by the holders on the same basis as the warrants included
in the units being sold in the Public Offering.


 


If holders of the private placement warrants elect
to exercise them on a cashless basis, they would pay the exercise price by surrendering his, her or its warrants for that number of shares
of Class A common stock equal to the quotient obtained by dividing (x) the product of the number of shares of Class A common
stock underlying the warrants, multiplied by the excess of the “Sponsor fair market value” (defined below) over the exercise
price of the warrants by (y) the Sponsor fair market value. For these purposes, the “Sponsor fair market value” shall
mean the average reported closing price of the Class A common stock for the 10 trading days ending on the third trading day prior
to the date on which the notice of warrant exercise is sent to the warrant agent. The reason that we have agreed that these warrants will
be exercisable on a cashless basis so long as they are held by our sponsor and its permitted transferees is because it is not known at
this time whether they will be affiliated with us following a business combination. If they remain affiliated with us, their ability to
sell our securities in the open market will be significantly limited. We expect to have policies in place that restrict insiders from
selling our securities except during specific periods of time. Even during such periods of time when insiders will be permitted to sell
our securities, an insider cannot trade in our securities if he or she is in possession of material non-public information. Accordingly,
unlike public stockholders who could exercise their warrants and sell the Class A common stock received upon such exercise freely
in the open market in order to recoup the cost of such exercise, the insiders could be significantly restricted from selling such securities.
As a result, we believe that allowing the holders to exercise such warrants on a cashless basis is appropriate.


 






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In order to fund working capital deficiencies
or finance transaction costs in connection with an intended initial business combination, our sponsor or an affiliate of our sponsor or
certain of our officers and directors may, but are not obligated to, loan us funds as may be required. Up to $1,500,000 of such loans
may be convertible into warrants of the post business combination entity at a price of $1.50 per warrant at the option of the lender.
Such warrants would be identical to the private placement warrants.


 


Our initial stockholders have agreed not to transfer,
assign or sell any of the private placement warrants (including the Class A common stock issuable upon exercise of any of these warrants)
until the date that is 30 days after the date we complete our initial business combination, except that, among other limited exceptions,
transfers can be made to our officers and directors and other persons or entities affiliated with the sponsor.


 


Dividends


 


We have not paid any cash dividends on our common
stock to date and do not intend to pay cash dividends prior to the completion of a business combination. The payment of cash dividends
in the future will be dependent upon our revenues and earnings, if any, capital requirements and general financial condition subsequent
to completion of a business combination. The payment of any cash dividends subsequent to a business combination will be within the discretion
of our board of directors at such time. Further, if we incur any indebtedness, our ability to declare dividends may be limited by restrictive
covenants we may agree to in connection therewith.


 


Our Transfer Agent and Warrant Agent


 


The transfer agent for our common stock and warrant
agent for our warrants is Continental Stock Transfer & Trust Company. We have agreed to indemnify Continental Stock Transfer &
Trust Company in its roles as transfer agent and warrant agent, its agents and each of its stockholders, directors, officers and employees
against all claims and losses that may arise out of acts performed or omitted for its activities in that capacity, except for any liability
due to any gross negligence or intentional misconduct of the indemnified person or entity. Continental Stock Transfer & Trust
Company has agreed that it has no right of set-off or any right, title, interest or claim of any kind to, or to any monies in, the
trust account, and has irrevocably waived any right, title, interest or claim of any kind to, or to any monies in, the trust account that
it may have now or in the future. Accordingly, any indemnification provided will only be able to be satisfied, or a claim will only be
able to be pursued, solely against us and our assets outside the trust account and not against any monies in the trust account or interest
earned thereon.


 


Amended and Restated Certificate of Incorporation


 


Our amended and restated certificate of incorporation
contains certain requirements and restrictions relating to the Public Offering that will apply to us until the completion of our initial
business combination. These provisions cannot be amended without the approval of the holders of 65% of our common stock. Our initial stockholders,
who collectively beneficially own 20% of our common stock upon the closing of the Public Offering, may participate in any vote to amend
our amended and restated certificate of incorporation and will have the discretion to vote in any manner they choose. Specifically, our
amended and restated certificate of incorporation provides, among other things, that:


 


		●	If we are unable to complete our initial business combination within 24 months from the closing of
the Public Offering, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible
but no more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate
amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released
to us to pay our taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public
shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive
further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the
approval of our remaining stockholders and our board of directors, liquidate and dissolve, subject in each case to our obligations under
Delaware law to provide for claims of creditors and in all cases subject to the requirements of other applicable law;



 






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		●	Prior to our initial business combination, we may not issue additional securities that would entitle the
holders thereof to (i) receive funds from the trust account or (ii) vote as a class with our public shares (a) on our initial
business combination or (b) to approve an amendment to our amended and restated certificate of incorporation to (x) extend the
time we have to consummate a business combination beyond 24 months from the closing of the Public Offering or (y) amend the
foregoing provisions;



 


		●	Although we do not intend to enter into a business combination with a business that is affiliated with
our sponsor, our directors or our executive officers, we are not prohibited from doing so. In the event we enter into such a transaction,
we, or a committee of independent directors, will obtain an opinion from an independent investment banking firm which is a member of FINRA,
or another independent entity that commonly renders valuation opinions, stating that the consideration to be paid by us in such a business
combination is fair to our company from a financial point of view;



 


		●	If a stockholder vote on our initial business combination is not required by law and we do not decide
to hold a stockholder vote for business or other reasons, we will offer to redeem our public shares pursuant to Rule 13e-4 and
Regulation 14E of the Exchange Act, and will file tender offer documents with the SEC prior to completing our initial business combination
which contain substantially the same financial and other information about our initial business combination and the redemption rights
as is required under Regulation 14A of the Exchange Act. Whether or not we maintain our registration under the Exchange Act or our
listing on the NYSE, we will provide our public stockholders with the opportunity to redeem their public shares by one of the two methods
listed above;



 


		●	We must consummate an initial business combination with one or more operating businesses or assets with
a fair market value of at least 80% of the assets held in the trust account (net of amounts disbursed to management for working capital
purposes, if permitted) at the time of the agreement to enter into the initial business combination;



 


		●	If our stockholders approve an amendment to our amended and restated certificate of incorporation to modify
the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of
our public shares if we do not complete our initial business combination within 24 months from the closing of the Public Offering,
or with respect to any other provisions relating to stockholders’ rights or pre-initial business combination activity, we will
provide our public stockholders with the opportunity to redeem all or a portion of their Class A common stock upon such approval
at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned
on the funds held in the trust account and not previously released to us to pay our taxes, divided by the number of then outstanding public
shares, subject to the limitations described herein; and



 


		●	We will not effectuate our initial business combination with another blank check company or a similar
company with nominal operations.



 






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In addition, our amended and restated certificate
of incorporation provides that under no circumstances will we redeem our public shares in an amount that would cause our net tangible
assets to be less than $5,000,001.


 


Certain Anti-Takeover Provisions of Delaware
Law and our Amended and Restated Certificate of Incorporation and Bylaws


 


We will be subject to the provisions of Section 203
of the DGCL regulating corporate takeovers upon completion of the Public Offering. This statute prevents certain Delaware corporations,
under certain circumstances, from engaging in a “business combination” with:


 


		●	a stockholder who owns 15% or more of our outstanding voting stock (otherwise known as an “interested
stockholder”);



 


		●	an affiliate of an interested stockholder; or



 


		●	an associate of an interested stockholder, for three years following the date that the stockholder became
an interested stockholder.



 


A “business combination” includes
a merger or sale of more than 10% of our assets. However, the above provisions of Section 203 do not apply if:


 


		●	our board of directors approves the transaction that made the stockholder an “interested stockholder,”
prior to the date of the transaction;



 


		●	after the completion of the transaction that resulted in the stockholder becoming an interested stockholder,
that stockholder owned at least 85% of our voting stock outstanding at the time the transaction commenced, other than statutorily excluded
shares of common stock; or



 


		●	on or subsequent to the date of the transaction, the initial business combination is approved by our board
of directors and authorized at a meeting of our stockholders, and not by written consent, by an affirmative vote of at least two-thirds of
the outstanding voting stock not owned by the interested stockholder.



 


Our amended and restated certificate of incorporation
provides that our board of directors will be classified into three classes of directors. As a result, in most circumstances, a person
can gain control of our board only by successfully engaging in a proxy contest at two or more annual meetings.


 


Our authorized but unissued common stock and preferred
stock are available for future issuances without stockholder approval and could be utilized for a variety of corporate purposes, including
future offerings to raise additional capital, acquisitions and employee benefit plans. The existence of authorized but unissued and unreserved
common stock and preferred stock could render more difficult or discourage an attempt to obtain control of us by means of a proxy contest,
tender offer, merger or otherwise.


 


Exclusive Forum for Certain Lawsuits


 


Our amended and restated certificate of incorporation
will require, unless we consent in writing to the selection of an alternative forum, that (i) any derivative action or proceeding
brought on our behalf, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee
to us or our stockholders, (iii) any action asserting a claim against us, our directors, officers or employees arising pursuant to
any provision of the DGCL or our amended and restated certificate of incorporation or bylaws, or (iv) any action asserting a claim
against us, our directors, officers or employees governed by the internal affairs doctrine may be brought only in the Court of Chancery
in the State of Delaware, except any claim (A) as to which the Court of Chancery of the State of Delaware determines that there is
an indispensable party not subject to the jurisdiction of the Court of Chancery (and the indispensable party does not consent to the personal
jurisdiction of the Court of Chancery within ten days following such determination), (B) which is vested in the exclusive jurisdiction
of a court or forum other than the Court of Chancery, or (C) for which the Court of Chancery does not have subject matter jurisdiction.
If an action is brought outside of Delaware, the stockholder bringing the suit will be deemed to have consented to service of process
on such stockholder’s counsel. Although we believe this provision benefits us by providing increased consistency in the application
of Delaware law in the types of lawsuits to which it applies, a court may determine that this provision is unenforceable, and to the extent
it is enforceable, the provision may have the effect of discouraging lawsuits against our directors and officers, although our stockholders
will not be deemed to have waived our compliance with federal securities laws and the rules and regulations thereunder.


 






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Notwithstanding the foregoing, our amended and
restated certificate of incorporation provides that the exclusive forum provision will not apply to suits brought to enforce a duty or
liability created by the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction. Section 27 of
the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange
Act or the rules and regulations thereunder. Additionally, unless we consent in writing to the selection of an alternative forum, the
federal courts shall be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities
Act against us or any of our directors, officers, other employees or agents. Any person or entity purchasing or otherwise acquiring any
interest in our securities shall be deemed to have notice of and consented to these provisions.


 


Special Meeting of Stockholders


 


Our bylaws provide that special meetings of our
stockholders may be called only by a majority vote of our board of directors or by our Chief Executive Officer and Chairman.


 


Advance Notice Requirements for Stockholder
Proposals and Director Nominations


 


Our bylaws provide that stockholders seeking to
bring business before our annual meeting of stockholders, or to nominate candidates for election as directors at our annual meeting of
stockholders, must provide timely notice of their intent in writing. To be timely, a stockholder’s notice will need to be received
by the company secretary at our principal executive offices not later than the close of business on the 90th day nor earlier
than the opening of business on the 120th day prior to the anniversary date of the immediately preceding annual meeting
of stockholders. Pursuant to Rule 14a-8 of the Exchange Act, proposals seeking inclusion in our annual proxy statement must
comply with the notice periods contained therein. Our bylaws also specify certain requirements as to the form and content of a stockholders’
meeting. These provisions may preclude our stockholders from bringing matters before our annual meeting of stockholders or from making
nominations for directors at our annual meeting of stockholders.


 


Action by Written Consent


 


Subsequent to the consummation of the offering,
any action required or permitted to be taken by our common stockholders must be effected by a duly called annual or special meeting of
such stockholders and may not be effected by written consent of the stockholders other than with respect to our Class B common stock.


 


Classified Board of Directors


 


Our board of directors will initially be divided
into three classes, Class I, Class II and Class III, with members of each class serving staggered three-year terms. Our amended and
restated certificate of incorporation provides that the authorized number of directors may be changed only by resolution of the board
of directors. Subject to the terms of any preferred stock, any or all of the directors may be removed from office at any time, but only
for cause and only by the affirmative vote of holders of a majority of the voting power of all then outstanding shares of our capital
stock entitled to vote generally in the election of directors, voting together as a single class. Any vacancy on our board of directors,
including a vacancy resulting from an enlargement of our board of directors, may be filled only by vote of a majority of our directors
then in office.


 






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Class B Common Stock Consent Right


 


For so long as any shares of Class B common
stock remain outstanding, we may not, without the prior vote or written consent of the holders of a majority of the shares of Class B
common stock then outstanding, voting separately as a single class, amend, alter or repeal any provision of our certificate of incorporation,
whether by merger, consolidation or otherwise, if such amendment, alteration or repeal would alter or change the powers, preferences or
relative, participating, optional or other or special rights of the Class B common stock. Any action required or permitted to be
taken at any meeting of the holders of Class B common stock may be taken without a meeting, without prior notice and without a vote,
if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of the outstanding Class B
common stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at
which all shares of Class B common stock were present and voted.


 


Securities Eligible for Future Sale


 


Immediately after the Public Offering we have
32,543,750 shares of common stock outstanding. Of these shares, the shares of Class A common stock sold in the Public Offering (25,875,000
Class A common stock) are freely tradable without restriction or further registration under the Securities Act, except for any Class A
common stock purchased by one of our affiliates within the meaning of Rule 144 under the Securities Act. All of the outstanding founder
shares (6,468,750 founder shares), all of the outstanding private placement warrants (4,616,667 warrants) and all of the 200,000 representative
shares will be restricted securities under Rule 144, in that they were issued in private transactions not involving a public offering.


 


Rule 144


 


Pursuant to Rule 144, a person who has beneficially
owned restricted shares or warrants for at least six months would be entitled to sell their securities provided that (i) such person
is not deemed to have been one of our affiliates at the time of, or at any time during the three months preceding, a sale and (ii) we
are subject to the Exchange Act periodic reporting requirements for at least three months before the sale and have filed all required
reports under Section 13 or 15(d) of the Exchange Act during the 12 months (or such shorter period as we were required to file
reports) preceding the sale.


 


Persons who have beneficially owned restricted
shares or warrants for at least six months but who are our affiliates at the time of, or at any time during the three months preceding,
a sale, would be subject to additional restrictions, by which such person would be entitled to sell within any three-month period
only a number of securities that does not exceed the greater of:


 


		●	1% of the total number of shares of common stock then outstanding, which will equal 325,438 shares immediately
after the Public Offering; or



 


		●	the average weekly reported trading volume of the Class A common stock during the four calendar weeks
preceding the filing of a notice on Form 144 with respect to the sale.



 


Sales by our affiliates under Rule 144 are
also limited by manner of sale provisions and notice requirements and to the availability of current public information about us.


 






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Restrictions on the Use of Rule 144
by Shell Companies or Former Shell Companies


 


Rule 144 is not available for the resale
of securities initially issued by shell companies (other than business combination related shell companies) or issuers that have been
at any time previously a shell company. However, Rule 144 also includes an important exception to this prohibition if the following
conditions are met:


 


		●	the issuer of the securities that was formerly a shell company has ceased to be a shell company;



 


		●	the issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the
Exchange Act;



 


		●	the issuer of the securities has filed all Exchange Act reports and material required to be filed, as
applicable, during the preceding 12 months (or such shorter period that the issuer was required to file such reports and materials),
other than Form 8-K reports; and



 


		●	at least one year has elapsed from the time that the issuer filed current Form 10 type information
with the SEC reflecting its status as an entity that is not a shell company.



 


As a result, our initial stockholders will be
able to sell their founder shares and private placement warrants, as applicable, pursuant to Rule 144 without registration one year
after we have completed our initial business combination.


 


Registration Rights


 


The holders of (i) the founder shares and
(ii) the private placement warrants, including any private placement warrants that may be issued upon conversion of working capital
loans (and the shares of Class A common stock issuable upon exercise of such warrants) have registration rights to require us to
register a sale of any of our securities held by them prior to the consummation of our initial business combination pursuant to a registration
rights agreement. Pursuant to the registration rights agreement and assuming $1,500,000 of working capital loans are converted into private
placement warrants, we will be obligated to register up to 12,285,417 shares of Class A common stock and 5,616,667 warrants. The number
of shares of Class A common stock includes (i) 6,468,750 shares of Class A common stock to be issued upon conversion of the founder shares,
(ii) 4,616,667 shares of Class A common stock underlying the private placement warrants, (iii) 1,000,000 shares of Class A common stock
underlying the private placement warrants issued upon conversion of working capital loans and (iv) 200,000 representative shares. The
number of warrants includes 4,616,667 private placement warrants and 1,000,000 private placement warrants issued upon conversion of working
capital loans. The holders of these securities are entitled to make up to three demands, excluding short form demands, that we register
such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements
filed subsequent to our completion of our initial business combination. Notwithstanding the foregoing, EarlyBirdCapital, Inc. may not
exercise its demand and “piggy-back” registration rights more than five and seven years, respectively, after the effective
date of the registration statement relating to our Public Offering and may not exercise its demand rights on more than one occasion in
accordance with FINRA Rule 5110(g)(8). We will bear the expenses incurred in connection with the filing of any such registration statements.


 


Listing of Securities


 


Our units, Class A common stock and warrants are
listed on the NYSE under the symbols “IPVA.U,” “IPVA” and “IPVA WS,” respectively.


 


 


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